Singapore Government Proposes (2nd Reading) The Securities and Futures (Amendment) Bill 2026 to Empower Singapore MAS: 1) Arrange for Dual-Listing Such as Declaring Nasdaq as Overseas Exchange & Setup Dual-Listing Board by Singapore Exchange (SGX), 2) Create Regulations & Market Misconduct Provisions, 3) Issuers Can Distribute Preliminary Prospectus to Retail Investors Instead of Only Institutional Investors & Accredited Investors, 4) Issuer of Underlying Securities Required to Register Prospectus Instead of Depositary (Intermediaries)

1. Mr Speaker, on behalf of the Prime Minister and Minister for Finance, I beg to move, “That the Bill be now read a second time”.

Introduction

2. The Securities and Futures (Amendment) Bill introduces a new legislative framework to facilitate dual listing arrangements on the Singapore Exchange (“SGX”), as part of the efforts to enhance the competitiveness of our equities market and strengthen Singapore’s position as a leading financial centre.

3. This Bill aims to attract more quality listings in Singapore by enabling issuers to tap local and overseas capital conveniently. It will support the new Global Listing Board (“GLB”), an innovative listing bridge with Nasdaq which was announced by MAS and SGX in November last year. The GLB provides issuers a direct pathway to access capital across both markets with one prospectus and a harmonised set of rules.

4. This framework for dual listings puts in place the option for SGX to enhance its connectivity with other markets. It also streamlines our regulatory requirements for dual listings. Other initiatives announced by the Equities Market Review Group last year to support the demand and supply of capital include the Equity Market Development Programme, which will allocate up to S$6.5 billion directly and also to crowd in private capital, deepen local fund management capabilities and enhance trading liquidity, as well as measures to strengthen equities research coverage.

5. Following the announcement of these measures, the Singapore market has seen some positive momentum. Liquidity and valuations have improved. Trading volumes in the first quarter of 2026 rose 32% from the previous quarter to $126 billion, and the volumes in March were the highest in almost twenty years. The Straits Times Index has risen by over 20% over the past year and over 100% over a five-year period, which is among the strongest performers in Asia Pacific.

6. Moving forward now with the GLB will help us to capitalise on this momentum to further raise Singapore’s standing as a listing venue of choice, where issuers with good potential can access funding to grow into regional and global champions.

7. Mr Speaker, I will now elaborate on the rationale for the Bill, before going through its key features.

Rationale 

8. Currently, issuers who wish to concurrently list on SGX and another overseas exchange may face differing requirements across jurisdictions. There is a duplication of effort to meet two sets of requirements, even in the case where the general regulatory principles that underpin the listing process are broadly similar across the jurisdictions. In this context, “same-same but different” is not as ideal as “exactly same-same” because the former still increases compliance costs.

9. The proposed legislative framework addresses this concern by harmonising and streamlining requirements for concurrent dual listings on SGX and an eligible overseas exchange. This approach reduces regulatory compliance costs while upholding high standards.

10. Dual listings can bring benefits for many stakeholders in Singapore’s equities market ecosystem. In the case of the GLB, regional issuers will have easier access to complementary sets of investors on both exchanges, while benefitting from better brand recognition. Through this, the GLB can attract more diverse issuers to list in Singapore, which will add energy and dynamism to our equities market. This in turn creates opportunities for local service providers, including lawyers, accountants and other financial intermediaries. Investors will also gain access to a broader range of high-quality investment opportunities.

11. The Bill will position Singapore to capture future opportunities, where dual listings from other reputable jurisdictions, with comparable disclosure requirements and which adhere to international standards, can be facilitated.

12. There has been broad industry support for this Bill and the GLB. MAS has considered the feedback received and taken them on board where appropriate.

Key Features of the Bill

13. I will now go through the key features of the Bill, which proposes two sets of amendments to the Securities and Futures Act (“SFA”):

a. A new section Part 13A, which sets up a framework to support dual listing arrangements between SGX and an appropriate overseas exchange, such as in the case of the GLB.

b. Other amendments to the SFA which will support all listings, including listings on the GLB.

14. These amendments are needed to facilitate the harmonisation of key aspects of the fundraising and listing process for dual listings, and to reduce the friction and compliance burden faced by issuers while maintaining robust standards.

New Part 13A

15. Mr Speaker, the first set of amendments introduces a new Part 13A to the SFA. This provides a framework to support dual listing arrangements, such as the GLB. Part 13A has two main elements:

a. First, it sets out the key criteria that such partnerships for dual listing arrangements must satisfy.

b. Second, it empowers MAS to set regulations to close differences in the securities laws of Singapore and a foreign jurisdiction to facilitate the dual listing partnership, subject to safeguards and maintaining robust regulatory standards.

16. The new Part 13A defines the nature of any dual listing arrangement between Singapore and another jurisdiction that can be supported by new MAS regulations. MAS will exercise the powers under the new Part 13A only if the following considerations are met:

a. First, the dual listing arrangement in consideration enhances issuers’ access to a larger pool of liquidity and a broader range of investors.

b. Second, the overseas exchange is from a jurisdiction with securities laws consistent with the International Organisation of Securities Commissions’ (“IOSCO”) international standards and principles, particularly regarding enforcement, regulatory cooperation, and disclosure requirements.

17. In the case of the GLB, Nasdaq and the US meet these conditions. Nasdaq is one of the largest stock exchanges globally, providing access to deep pools of capital. The U.S., like Singapore, adopts IOSCO’s international standards and principles for financial markets regulation. These qualifying criteria also apply to future arrangements with compatible jurisdictions.

18. Part 13A empowers MAS to make regulations to vary the application of specific market misconduct and offer-related provisions in Part 12 and 13 of the SFA. Part 13A directs that the manner of modification is to align offering and listing-related practices between Singapore and another jurisdiction which, as I had explained earlier, has securities laws that are consistent with international standards. It enables MAS to formulate and make adjustments to regulatory requirements in a timely manner.

19. Based on engagements with market practitioners and prospective issuers, three main areas have been identified where modifications will be made to the existing SFA regulatory regime for dual listing arrangements. These areas are intended to facilitate a smooth dual listing process and post-listing operations:

a. First, prospectus disclosures. Currently, issuers seeking concurrent listings must prepare prospectuses based on two sets of disclosure requirements, one for each jurisdiction, resulting in additional complexity and costs. The Bill addresses this, by enabling MAS to set regulations to modify offer-related provisions to facilitate the use of a single set of offer documents.

b. In the case of the GLB, MAS will make regulations under Part 13A to incorporate the applicable U.S. prospectus disclosure requirements. MAS and SGX will review the prospectus and listing application under these aligned requirements. This minimises friction when preparing the offer documents while maintaining information value for investors, since both the U.S. and Singapore’s disclosure requirements are aligned with international standards.

c. Second, the listing timeline. Issuers seeking a concurrent listing may encounter significant friction from different filing requirements and timelines. Under Part 13A, MAS can make regulations to address procedural and timing differences between two jurisdictions. In the case of the GLB, MAS will align Singapore’s listing timeline with that of the U.S. by varying provisions relating to the prospectus registration process; and

d. Third, post-listing activities. Differences in permitted market practices can create friction and uncertainty for dual-listed issuers. For the GLB, there are certain standard U.S. market practices, such as the issuance of forward-looking statements, which are permitted by well-established U.S. safe harbours.

e. The Bill will enable MAS to set regulations to adopt these safe harbours as defences to the market misconduct provisions in the SFA. To be clear, these safe harbours are intended to facilitate genuine post-listing activities. They do not provide a valid defence against criminal liability for fraud or dishonest conduct.

20. MAS and the relevant Singapore authorities will retain full discretion to enforce against any misconduct that occurs in Singapore. Our regulatory oversight and enforcement responsibilities remain unchanged. If there is cross-border misconduct, MAS and the relevant Singapore authorities will work with foreign regulators and law enforcement counterparts to coordinate our investigation and enforcement actions. Singapore investors will also continue to be able to seek recourse for losses arising from such breaches under the investor recourse provisions in the SFA.

Other Amendments

21. The changes I have outlined thus far are scoped within Part 13A to apply specifically to dual listing arrangements. This Bill also contains other amendments to the SFA which will facilitate the offering process for all listings in Singapore.

22. First, issuers will be allowed to engage retail investors based on preliminary prospectuses rather than only using the final prospectuses.

a. Industry feedback shows that this will be useful to enable a better gauge of market demand and for investors to have more time to familiarise themselves with an IPO. This change will apply to all IPOs, including those on the GLB.

b. To protect investors, such engagements will be subject to safeguards – for example, no offers can be made on the basis of the preliminary prospectus, and the document must also clearly state that its content is subject to further changes.

23. Second, we have received feedback that the regulatory treatment for Depositary Receipt (“DRs”) offerings involving new underlying shares requires greater clarity. With DRs, companies raise funds by issuing shares that are deposited with a financial institution (or “depositary”). The depositary issues DRs representing the underlying shares, which are then offered and sold to investors.

24. For avoidance of doubt, the Bill clarifies that it should be the company issuing the underlying shares that is the entity required to lodge its prospectus for registration, instead of the financial institution that acts as an intermediary when issuing the DRs.

a. This is to ensure that investors receive information directly from the company whose shares they are investing in.

b. This will facilitate the disclosure of relevant information for all DR offerings on SGX, including those on the GLB.

Conclusion

25. Sir, the amendments in this Bill represent a considered approach to enhance the competitiveness of Singapore’s equities market, by attracting more quality listings while maintaining our commitment to robust regulatory standards.

26. The dual listings framework and the GLB are parts of a broader strategic move to reinforce Singapore’s position as a leading financial centre and a vibrant hub for capital market activities.

a. We are creating new pathways for issuers to access deeper pools of international capital while broadening investors’ access to new opportunities.

b. We will lay the groundwork for greater market depth and maturity, and open the door for future partnerships and possibilities for SGX, issuers and investors alike.

27. Mr Speaker, I beg to move.

1. Minister for National Development and Deputy Chairman of the Monetary Authority of Singapore (“MAS”), Mr Chee Hong Tat, on behalf of Deputy Prime Minister and Minister-in-charge of the MAS, Mr Gan Kim Yong, today moved the Securities and Futures (Amendment) Bill 2026 (the “Bill”) for First Reading in Parliament.

2. The Bill seeks to enable the implementation of the proposed regulatory regime for the Global Listing Board (the “GLB”) that the Singapore Exchange Securities Trading (“SGX”) and the Nasdaq Stock Market (“Nasdaq”) will establish. The GLB will enable issuers to simultaneously list on both exchanges under a streamlined regulatory framework. The Bill also provides MAS flexibility to adopt a similar framework for dual listing arrangements with other overseas exchanges should future opportunities arise.

3. MAS has conducted public consultation on the key amendments in the Bill. Comments received have been considered and incorporated, where appropriate, into the Bill.

Key Amendments in the Bill

4. Amendments have been made to two key areas, which are described below.

(I) New Part 13A

5. The Bill inserts a new Part 13A into the Securities and Futures Act 2001 (“SFA”) that empowers MAS to make regulations to facilitate a dual-listing board (“DLB”) set up by SGX and an overseas exchange through a streamlined regulatory framework. The main amendments are as follows:

a) Power to prescribe dual listing arrangements. To effect the streamlined regulatory framework, MAS will be empowered to declare an overseas exchange (such as Nasdaq) as a “prescribed overseas exchange”. Likewise, MAS may also declare a dual-listing board set up by SGX (such as, the GLB with Nasdaq) as a “prescribed DLB”.

b) Regulation-making powers. To harmonise potential differences between Singapore’s securities laws and those of the foreign jurisdiction, MAS may make regulations to replace, modify, or disapply the following provisions in the SFA for the prescribed DLB:

i. Offer-related provisions to facilitate the use of a single set of offer documents and align Singapore’s offering processes with that of the foreign jurisdiction; and

ii. Market misconduct provisions to provide for certain safe harbours which are available in the foreign jurisdiction, and which are important to facilitate the prescribed DLB. For clarity, the safe harbours do not provide a valid defence against fraud or dishonesty.

6. The regulation-making powers are subject to safeguards and minimum standards. The new Part 13A sets out the criteria that MAS would consider when deciding whether to prescribe a dual listing board as a prescribed DLB. These include whether the overseas exchange (i) is one that enhances issuers’ access to liquidity and international investors; and (ii) operates in a jurisdiction with securities laws that that are in line with international standards in key areas such as disclosure, enforcement and regulatory co-operation.

(II) Other Amendments

7. In addition to the new Part 13A, the Bill makes other amendments to the SFA that apply to all offers generally. The main amendments are as follows:

a) Earlier engagement with retail investors. Issuers will be able to disseminate their preliminary prospectus when marketing to retail investors, and not only to institutional and accredited investors as is the case currently. This will enable issuers to engage retail investors in Singapore before the lodgement of the final prospectus. Such engagements are subject to safeguards. For instance, no official offer can be made on the basis of the preliminary prospectus. In addition, the preliminary prospectus must clearly state that its content is subject to further changes. The issuer must also make reasonable effort to inform recipients when the prospectus is finalised and ready for collection.

b) Treatment of sponsored depositary receipts. For offers of sponsored depositary receipts, the issuer of the underlying securities, rather than the depositary, is required to register the prospectus. Investors will therefore obtain information about the issuer, rather than the financial institution that acts as an intermediary in issuing the depositary receipts.